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.68;&#x 50.;؄ ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;- 1 - &#x/MCI; 0 ;&#x/MCI; 0 ;Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or THE EXPROPRIATIONAND COMPENSATION AGREEMENT On August 2019, Nanjing XibaPortCo. and Jiangbei Committee entered into the Expropriation and Compensation Agreement, pursuant to which Jiangbei Committee port terminals and their ancillary facilities, depots and their ancillary facilitiesetc) of Nanjing Xiba Port Co.for a total compensationamount ofRMB1,500 million(approximately HK$1,685 million The Board considers thatthe continuing operation and longterm development of Nanjing Xiba Port Co. would be adversely affected by the implementation of Nanjing Xianxin Road Crossriver Channel Development Plan, and Agreement offers Nanjing XibaPortCo. a fair compensation (and a fair gain arising on the Expropriation)The disposal of the Properties by Nanjing Xiba Port Co. will provide additionalworking capital to the Groupwhich may be utilized for investment in new projects The scope of the Expropriation is limited to Phase 2 project of the Nanjing Xiba Port, and does not concern Phase 1 project of the Nanjing Xiba Port. On the whole, the Expropriation would have limited impact on the current overall operations of the GroupNanjing Xiba Portproject opportunities for new ports or shorelines, and explore other opportunities in the port business as they may arise. ��-2- &#x/MCI; 0 ;&#x/MCI; 0 ;LISTING RULES IMPLICATIONS As one or moreof applicable percentage ratios (as defined under Rule of the Listing Rules) in res

2 pect of the Expropriation exceeds 5% and
pect of the Expropriation exceeds 5% and all of them are less than 25%, the Expropriation constitutes a discloseable transaction of the Companyunder Chapter 14 of the sting Rules and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. BACKGROUNDThe port business of the Group includes hase 1 project and hase 2 project of the Nanjing Xiba Porthase 1 project of the Nanjing Xiba Portcomprises two general bulk cargo terminals each with a 70,000tonnage capacity and depots with a site area of 0.4 million square meters. hase 2 project of the Nanjing Xiba Portcomprises one general bulk cargo terminal with a 50,0tonnage capacity, two general bulk cargo terminals each with a tonnage capacity and depots with a site area of 0.43 million square meters. The Nanjing Xiba Portprojects provide various services such as loading and unloading, lightering, train loading and automobile loading. hase project of the Nanjing Xiba Portis constructed, managed and maintained by Nanjing Xiba PortCo.Pursuant to the Overall Urban Planning of Nanjing City (20112020)* (2011) and the Overall Planning of Nanjing Jiangbei New District (20142030)* 《南京江北新區總體規劃), the Nanjing XianxinRoad Crossriver Channel Development Plan is a key municipal construction plan of Nanjing City, under which the bridge construction is to be undertaken in the area of the depots of Phase 2 project of the Nanjing XibaPortCo., and the anchoring of the bridge is planned to be located near the center of such depots. It is estimated that the operationand functions of the depots would be affected significantly.In light of this, after negotiation by the Group with Jiangbei Committee, August 2019, Nanjing XibaPortCo. and Jiangbei Committeeentered into the Expropriationand Compensation Agreement, pursuant to which Jiangbei Committeewill expropriate the Properties (including port terminals and their ancillary facilities, depots and their ancillary facilitiesetc) of Nanjing Xiba Port Co. for a total compensationamount RMB1,500 million(approximately HK$1,685 millionEXPROPRIATIONAND COMPENSATION AGREEMENTThe principal terms of th

3 e Expropriationand Compensation Agreemen
e Expropriationand Compensation Agreementare set out as follows: Date 9 August 2019 Parties The expropriatee : Nanjing Xiba Port Co. The expropriator: Jiangbei Committee Properties to be transferred All of the operating tangible assets under the control of Nanjing Xiba PortCo. as at 30 April 2019, including port terminals and their ancillary facilities, depots and their ancillary facilities, loading and unloading equipment and machinery, tools and equipment, and buildings , etc. -3- Arrange ment for transfer in two stages Stage 1: c ompletion of the transfer of the depots area which are requisite for the construction of the anchor block of the bridge in the Nanjing Xianxin Road Crossriver Channel Development Plan, as to which specifics are to be further confirmed with the constructiounitin accordance with the construction plan (the “Stage1 TransferStage 2: completion of the transfer of the rest of theProperties (the “Stage2 Transfer Compensation Amount RMB 1,500 million ( approximately HK$ 1,685 millionin aggregateto be payable Jiangbei Committeeto Nanjing XibaPortCo. in three instalments: (i)30% of the total Compensation Amount (being RMB450 millionapproximately HK$506 millionshallbe payable within 30 days from the effective date ofthe Expropriationand Compensation Agreement. Within 60 days afterthe receipt of such instalment by Nanjing XibaPortCo., Nanjing XibaPortCo. shallcomplete the Stage 1 Transfer;(ii)40% of the total Compensation Amount (being RMB600 millionapproximately HK$millionshallbe payable on or before 30 June Subject to receipt of such instalment by Nanjing XibaPortCo., Nanjing XibaPortCo. shallcomplete the Stage 2 Transferon or before 31 Julyand (iii)the remaining 30% of the total Compensation Amount (being RMB450 millionapproximately HK$506 millionshallbe payable on or before August, subject tothecompletion of the Stage 1 Transfer and the Stage 2 Transferby Nanjing XibaPort Upon the receipt of the full payment of the total Compensation Amount by Nanjing XibaPortCo.the title tothe Properties shall bevested in Jiangbei Committee The total C

4 ompensation Amount was arrived at by the
ompensation Amount was arrived at by the arties after arm’s length negotiation on normal commercial termswith reference to a number of considerationsincluding, among others,the compensation amount for comparable ports expropriated in Nanjing along the Yangtze River and the prospectforthe portbusiness in the Nanjing Xiba Port area. -4- Transfer of land rights The rights to the underlying land of the depots in the Properties shall be transferred to Jiangbei Committeeon an as isbasisandNanjing XibaPortCo. shall not be obligedto make thepayment for the remaining premium for the land. Priority rights Following the transfer of the Properties, Jiangbei Committeeall ensure that Nanjing XibaPortCo. has the priority rights to lease and use the ports in the Properties Other principal terms (i) Jiangbei Committee shall assist Nanjing Xiba PortCo. to procurealternative ports the lower reaches of the YangtzeRiver for use and shall coordinate relevant government authoritiesto providesupport (ii)Jiangbei Committee shall proactively assist Nanjing Xiba Port Co. and coordinate the tax authorities of Nanjing City and Jiangbei District to ensure that Nanjing Xiba Port Co. be able to enjoy relevant policy tax incentives for relocation. (iii)Jiangbei Committeeshall, to the extent possible, coordinate local corporations o arrange for priority to be given in their recruitment process the employment of the employees of Nanjing Xiba Port Co. FINANCIAL IMPACT OF THE EXPROPRIATIONON THE GROUPAND USE OF PROCEEDSAs at 30 April 2019, the net book value of the Properties was approximately RMB544 million approximately HK$611 millionBased on the information available, the Group expects to record a net gainaftertaxationof approximatelyRMB700 millionapproximately HK$787 millionfrom the Expropriation, being the difference between (i) the total Compensation Amount and (ii) the sum of the net book value of the Propertiesand the estimated expenses to be incurred. The calculations are only estimates provided for illustrative purposes. Shareholders should note that the actual amount of gain on the Expropriati

5 onto be recorded by the Groupwill be sub
onto be recorded by the Groupwill be subject to review by the auditors of the Company.The proceeds from the Expropriationwill be used for potential acquisitions or investment and as general working capital of the Group. ��-5- &#x/MCI; 0 ;&#x/MCI; 0 ;REASONS FOR AND BENEFITS OF ENTERING INTO OF THE EXPROPRIATIONAND COMPENSATION AGREEMENTPursuant tothe Overall Urban Planning of Nanjing City (20112020)* (2011) and the Overall Planning of Nanjing JiangbeiNew District (20142030)* 《南京江北新區總體規劃), the Nanjing Xianxin Road Crossriver Channel Development Plan is a keymunicipal construction plan of Nanjing City, under which the bridge construction is to be undertaken in the area of the depots of Nanjing XibaPortCo., and the anchoringof the bridge is planned to be located near the center of suchdepots. It is estimated that the operationand functionsof the depots would be affected significantlyHaving considered the following factors, the Board considers that entering into of the Expropriationand Compensation Agreementis in the interests of the Company and the Shareholders as a whole and the terms of the Expropriationand Compensation Agreementare fair and reasonable:(i)the Company would fulfill its social responsibility assistingthe local government in theimplementation of the infrastructure development plan;(ii)the continuingoperation and longterm development of Nanjing XibaPortCo. would be adverselyaffected by the implementation of Nanjing Xianxin Road Crossriver Channel Development Plan(iii)the Expropriationand Compensation AgreementofferNanjing Xiba PortCo. a fair compensation (and fair gain arising the Expropriation) anthe disposal of the Properties by Nanjing Xiba PortCo. will provide additional working capital to the Groupwhich may be utilized for investment in new projects; and(iv)the Expropriationand Compensation Agreementalso ensurethat Nanjing XibaPortCo. be granted priority rights to lease and use the ports in the Properties, and that local government authoritieswillassistNanjing XibaPortCo. to procurealternative ports at the lower reaches of the YangtzeRiver and provide supportThe scope of th

6 e Expropriation is limited to Phase 2 pr
e Expropriation is limited to Phase 2 project of the Nanjing Xiba Port, and does not concern Phase 1 project of the Nanjing Xiba Port. On the whole, the Expropriation would have limited impact on the current overall operations of the GroupNanjing Xiba Portproject. The Group would expedite the process of seeking acquisition and investment opportunities for new ports or shorelines, and explore other opportunities in the port business as they may arise.GENERAL INFORMATIONThe Group is principally engaged in logistic and toll road business. The Group carried out the investment, construction and operation of logistic infrastructure facilities through expansion, mergers and acquisitions, restructuring and consolidation, and provided various valueadded logistic services to customers. The Group has established an industrial structure with modern logistic and toll road business as its core. Meanwhile, the Group expanded the scope of business to a number of market segments including comprehensive development of landrelated to the logistics industry, and investment in and operation in the environmental protection industry. ��-6- &#x/MCI; 0 ;&#x/MCI; 0 ;Nanjing XibaPortCo. is a nonwholly owned subsidiary of the Company, owned as to 70% by the Group, as to 15% by Nanjing Port (Group) Co. Lt南京港（集團）有限公司, and as to 15% by Nanjing Jiangbei New District Construction &Investment Group Co. Ltd). It principally engagein the construction, operation and management of Nanjing Xiba PortJiangbei Committeeis governmentaladministrative institutionunder the Nanjing Jiangbei New District Direct Management Area南京江北新區直管區of Jiangsu ProvincePRCTo the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, Jiangbei Committeeis a third party independent of the Company and connected persons of the CompanyLISTING RULES IMPLICATIONSAs one or more of applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Expropriationexceeds 5% and all of them are less than 25%, the Expropriationconstitutes a discloseable transaction of the C

7 ompany under Chapter 14 of the Listing R
ompany under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.DEFINITIONSUnless the context otherwise requires, the following terms shall have the meanings set out below: “Board” the board of Directors “Company” Shenzhen International Holdings Limited ( 深圳國際控股有限 ), a company incorporated in Bermuda and listed on the main board of the Stock Exchange of Hong Kong (Stock Code “Compensation Amount” RMB 1,500 million ( approximately HK$ 1,685 million ) in aggregatebeingthe compensation amount payable by Jiangbei Committeeto Nanjing XibaPortCo. pursuant to the Expropriation and Compensation Agreement “connected person(s)” has the meaning ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company “ Expropriation” the e xpropriation of the Properties as contemplated under the Expropriation and Compensation Agreement “ Expropriation and Compensation Agreement” the expropriation and compensation agreement dated 9 August 2019 entered into between Jiangbei Committeeand Nanjing Xiba Port Co. “Group” the Company and its subsidiaries -7- “HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Jiangbei Committee ” Nanjing Jiangbei New District Management Committee* ( 市江北新區管理委員會a governmentaladministrative institutionunder Nanjing Jiangbei New District Direct Management Area南京江北新區直管區of JiangsuProvincethe PRC “ Jiangbei District” Nanjing Jiangbei New District* ( 南京市江北新區 ), a district of Nanjing City, Jiangsu Province, the PRC “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Nanjing Xianxin Road Crossriver Channel Development Plan” Nanjing Xianxin Road Cross - river Channel Development Plan* ( ),

8 an infrastructure development plan unde
an infrastructure development plan undertaken by the Nanjing Municipal People’s Government of the PRCand a key construction project Nanjing City, the PRC “ Nanjing Xiba Port ” Nanjing Xiba Port * ( ) , located in the Nanjing Chemical Industrial Park of Nanjing City, Jiangsu Province, the PRC and where the Group engages in its port business “Nanjing Xiba Port Co. ” Nanjing Xiba Port Co., Ltd.* ( 南京西壩港務有限公司 ), a non - wholly owned subsidiary of the Company “PRC” the People’s Republic of China “Properties” the entirety of the operating tangible assets under the control of Nanjing Xiba Port Co. as at 30 April 2019 to be transferred to Jiangbei Committeepursuant to the Expropriation and Compensation Agreement “RMB” Renminbi, the lawful currency of the PRC “Share(s)” ordinary share(s) of HK$1.00 each in the share capital of the Company “Shareholder(s)” holder(s) of Share(s) -8- “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent. By order of the BoardShenzhen International Holdings LimitedTam Mei MeiCompany SecretaryHong Kong,August 2019As at the date of this announcement, the board of directors of the Company consists of Messrs. Gao Lei, Li Hai Tao, Zhong Shan Qun, Liu Jun and Hu Wei as executive directors, Messrs. Xie Chu Dao and Liu Xiao Dong as nonexecutive directors and Messrs. DingXun, Nip Yun Wing, Dr. Yim Fung, JP and Professor Cheng Tai Chiu, Edwin as independent nonexecutive directors.In this announcement, conversion of RMB into HK$ is based on the exchange rate of HK$1.00 to RMB. The exchange rates have been used, whereapplicable, for the purposes of illustration only and do not constitute a representation that any amounts in RMB or HK$ were or may have been exchanged at this or any other rates or at all.The English transliteration of the Chinese name(s) in this announcement, where indicated, is included for information purpose only, and should not be regarded as the official English name(s) of such Chinese nam